107 How We Are Governed Financial Statements Shareholders’ Information Additional Information Maximum Allowable Allocation of the Scheme The aggregate maximum number of KIBB shares that may be offered to an Eligible Person under the Scheme shall be determined at the sole and absolute discretion of the ESS Committee after taking into consideration, amongst others, the provisions of the By-Laws of the ESS, MMLR of Bursa Securities or other applicable regulatory requirements prevailing during the option period relating to employees’ and/ or directors’ share issuance schemes, as well as, the performance, targets, position, annual appraised performance, seniority and length of service of the Eligible Person or such other matters which the ESS Committee may in its sole and absolute discretion deem fit and subject to the following: a. aggregate maximum number of KIBB shares which may be made available under the Scheme shall not in aggregate exceed 10% of the issued share capital of the Company (excluding treasury shares) (“ESS Shares”) at any point in time during the duration of the Scheme (“Maximum ESS Shares”); and b. not more than 10% of the aggregate number of KIBB shares to be issued under the Scheme shall be allocated to any individual Eligible Person who, either singly or collectively through persons connected with the Eligible Person, holds 20% or more of the issued share capital of KIBB (excluding treasury shares, if any). The ESS granted to the GMD and Senior Management during the Financial Year Ended 31 December 2021 and since the commencement of the ESS up to 31 December 2021 is tabulated below. Description 1 January 2021 to 31 December 2021 Since Commencement Up to 31 December 2021 Percentage of the Aggregate Maximum Allocation over the Maximum ESS Shares 3.21% 40.52% Actual Percentage of the ESOS Granted over the Maximum ESS Shares 0% 35.72% Actual Percentage of the ESGP Vested over the Maximum ESS Shares 3.21% 3.21% In respect of Financial Year 2021, the External Auditors, EY had reviewed the allocation of the shares under the ESS made to the Eligible Employees and had reported to the AC at its meeting on 24 February 2022, that in its opinion, the allotment of shares made under the ESS complied with the criteria for allocation of shares which had been disclosed to the Eligible Employees. This Corporate Governance Overview Statement is made in accordance with a resolution of the Board of Directors dated 6 April 2022. TAN SRI DATO’ SERI SYED ANWAR JAMALULLAIL Chairman of the Board
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